recent changes in the russian financial market: first … · 2017-09-14 · a new approach to...
TRANSCRIPT
7 September 2017, Minsk
Maria KRASNOVA Deputy Chairman of the Executive Board
RECENT CHANGES IN THE RUSSIAN FINANCIAL MARKET: FIRST RESULTS OF THE CORPORATE ACTIONS REFORM
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CSD NSD payment system Settlement depository Trade repository
Largest settlement depository in Russia, the CIS and Eastern Europe
Provides both bank and custody services to the clients
Substitute Numbering Agency for the CIS countries
Local Operating Unit (LOU) for assigning Legal Entity Identification (LEI) codes
National Numbering Agency (NNA) for ISIN and CFI codes
Standardised tariff model similar to that of European market
Participant of the major working groups organized by Russian regulators Num. of securities transactions, mln (2012)
Vol. of securities transactions, USD trln (2012)
Num. of cash transactions, mln (2012)
Vol. of cash transactions, USD trln (2012)
Capital, USD mln
* Daily average value of securities under custody on behalf of clients ** The figure includes only outgoing cash transfers in RUB and other currencies in RUB equivalent in clients’ accounts with NSD for the period January-July 2017 *** Applicable reference exchange rate is determined using the Bank of Russia exchange rates published for USD currency
Registration, maintenance and validation of identification codes
Systemically important infrastructure as recognised by the Bank of Russia
Lobbying and advocacy voice
Promotion of market developments and shaping through various customer committees and the international consulting committee
Settled securities transactions
USD*** trln
1 935 4,2
3,9 Settled cash transfers**
663
Settled trades in collateral management, USD*** bln
514
January-August 2017
ths pcs
Assets under Custody*, USD*** bln 623
As of September 1, 2017
Depository
Payment system clients
799 17
525 3
Number of clients
Residents Non-residents
2017
RUSSIAN CSD FACTS AND FIGURES
DEVELOPMENT OF RUSSIAN FINANCIAL MARKET INFRASTRUCTURE
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INTEGRATED
EXCHANGE
INFRASTRUCTURE
2011
CSD
Foreign investors’ direct
access through foreign
nominee accounts
2012
T+N
CCP
TRADE REPOSITORY
2013
PAYMENT
SYSTEM
2014 07.2016 2017
I stage II stage
CORPORATE
INFORMATION CENTER
CORPORATE ACTIONS
REFORM
Unified approach
to corporate actions
processing
Grow the investor base
Single source of reliable
official information about
corporate actions
Reduce direct and
indirect costs
Participate in corporate
actions via custodians
Direct electronic access
to AGMs for investors
Elimination of paper
documents circulation
Improve process transparency
and therefore reduce the
perceived risks in participation
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OBJECTIVES OF THE CORPORATE ACTIONS REFORM
APPROACH TO THE REFORM
The possibility for international
infrastructure organizations to benefit
from the opportunities offered by the
Russian securities market
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The use of unified and convenient
formats to disclose information on
corporate actions
The possibility to apply straight-
through processing
FORMATS
ISO 20022 (ISO 15022 for SWIFT users) –
the international standard for electronic
data interchange in financial markets that
supports automatic information processing
MARKET STANDARDS FOR GENERAL MEETINGS
MARKET STANDARDS FOR CORPORATE ACTIONS PROCESSING
GLOBAL PRINCIPLES FOR CORPORATE ACTIONS AND PROXY VOTING
Custodians and registrars are not involved in interaction
between an issuer and shareholders
Use of hard-copy documents
Difficulties faced by both domestic and foreign investors in
exercising their rights attached to securities
A high level of operational risks
A NEW APPROACH TO CORPORATE ACTIONS PROCESSING
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3
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New Approach
Processing any and all corporate actions in a centralized
manner, through custodians, CSD and registrars
Custodians are authorized to act on behalf of their clients
under a depository agreement (no PoA needed)
Source documents are kept by a custodian, acting on
behalf of the respective securities owners
Increased automation of corporate actions processing
Restraints of the Former Approach
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6
Issuer Registrar
Nominee
Nominee
Foreign nominee
Foreign nominee
Owner
Owner
Owner
Owner
Owner
Owner Nominee Foreign nominee
Foreign nominee
Owner
Owner
Owner
Owner
Nominee
Issuer Registrar N N
N
N
N
N
N N
N
EXERCISE OF RIGHTS ATTACHED TO SECURITIES FOR NOMINEE’ CUSTOMERS
RIGHTS THAT CAN BE EXERCISED THROUGH A NOMINEE ONLY:
Preemptive right to purchase securities (Article 40 of the Federal Law “On Joint-Stock Companies”)
Acquisition of securities by the issuing company (Article 72 of the Federal Law “On Joint-Stock Companies”)
Purchase of shares by the issuing company at the request of shareholders (Article 75 of the Federal Law “On Joint-
Stock Companies”)
Tender offer. Voluntary for the Offeror (Article 84.1 of the Federal Law “On Joint-Stock Companies”)
Tender offer. Mandatory for the Offeror (Article 84.2 of the Federal Law “On Joint-Stock Companies”)
Mandatory squeeze-out of shares by the shareholder holding more than 95% of shares (Article 84.8 of the Federal
Law “On Joint-Stock Companies”)
Redemption of securities
RIGHTS THAT CAN BE EXERCISED EITHER THROUGH A NOMINEE OR PERSONALLY:
Proposing general meeting’s agenda items
Nominating candidates to management bodies of the issuer
Requesting the convocation of the general meeting
Attending and voting at the general meeting
Exercising other rights attached to securities
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CORPORATE INFORMATION CENTER
ISSUER
i NSDirect (GUI)
WEB-service
NSDirect (GUI)
WEB-service
SWIFT
Registrars
Investors
NSD’s Clients
Foreign Nominee
Depositories
Web Site
CIC
Investors
Investors
Investors
Depositories Investors
Investors
NSDirect (GUI)
Issuer supplies information directly to NSD’s systems
Information can be accessed by all market participants
Information is distributed practically simultaneously via electronic channels
Information received and distributed in the standardized form easily processed and used
Information is recognized as official
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GENERAL MEETINGS (MEET, XMET)
4 426 initiated
3 406 completed
BONDHOLDERS MEETINGS (BMET)
115 initiated
112 completed
BUY-BACK (BIDS)
236 initiated
189 completed
PRIORITY ISSUE (PRIO)
58 initiated
38 completed
14 initiated
9 competed
SQUEEZE OUT BID (TEND)
52 initiated
28 competed
TENDER OFFER (TEND)
The statistics is valid as of 1 September 2017
CORPORATE ACTIONS STATISTICS NEW WAY OF PROCESSING
NUMBER OF INSTRUCTIONS PROCESSED
6419 meeting
instructions 4074 corporate action
instructions
E-PROXY VOTING STATISTICS NUMBER OF VOTING INSTRUCTIONS
10
E-PROXY VOTING STATISTICS CUSTODIANS PROVIDING SERVICES
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As of June 2017 overall amount of custodians providing e-proxy services - 94
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VOTING IN PERSON
Online electronic voting on the Internet
E-voting web site
Security holder (for all security
holders)
SENDING PAPER BALLOT
E-PROXY VOTING Voting in electronic form via custodian
Security holder
Post
Paper ballot
Security holder (for nominee holder
clients only)
Registrar Nominee holder
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E-VOTING 4
WAYS OF PARTICIPATION IN THE MEETING
Registration on the meeting
General meeting Voting in-person
Security holder
General meeting
General meeting
General meeting
E-VOTING SERVICES FOR INVESTORS
SECURITY HOLDER
REGISTER FOR A MEETING
VOTE
AUDIO BROADCAST
(INC. MULTILINGUAL)
STREAMING VIDEO ASK QUESTIONS
VIEW MATERIALS
Security holders can take part in
AGMs:
- vote on the e-voting web site
starting from the record date
- register for a meeting on the e-
voting web site and vote online
VIEW NOTIFICATIONS FORUM
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ADDITIONAL SERVICES
BASIC SERVICES
Available options defined by the issuer
- Service was used on SBERBANK AGM
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AGM OF SBERBANK STATISTICS OF 2017
33.3% of votes submitted electronically 707 shareholders used e-proxy voting 99 shareholders used e-voting, among them 39 voted online during the meeting 350 users joined e-voting and created their profiles for further AGMs
THANK YOU!
DISCLAIMER
This presentation has been prepared and issued by NSD (the “Company”). Unless otherwise stated, the Company is the source for all data contained in this document. Such data is provided as at the date of this document and is subject to change without notice
This document does not constitute or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company
The information in this document has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information or opinions contained herein. None of the Company, or any of its subsidiaries or affiliates or any of such person's directors, officers or employees, advisers or other representatives, accepts any liability whatsoever (whether in negligence or otherwise) arising, directly or indirectly, from the use of this document or otherwise arising in connection therewith
This presentation includes forward-looking statements. All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, achievements or industry results to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause our actual results, performance, achievements or industry results to differ materially from those in the forward-looking statements include, among other factors: – Perception of market services offered by the Company and its subsidiaries – Volatility (a) of the Russian economy and the securities market and (b) sectors with a high level of competition that the Company and
its subsidiaries operate – Changes in (a) domestic and international legislation and tax regulation and (b) state policies related to financial markets and securities
markets – Competition increase from new players on the Russian market – The ability to keep pace with rapid changes in science and technology environment, including the ability to use advanced features that
are popular with the Company's and its subsidiaries' customers – The ability to maintain continuity of the process of introduction of new competitive products and services, while keeping the
competitiveness – The ability to attract new customers on the domestic market and in foreign jurisdictions – The ability to increase the offer of products in foreign jurisdictions
Forward-looking statements speak only as of the date of this presentation and we expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation as a result of any change in our expectations or any change in events, conditions or circumstances on which these forward-looking statements are based